All sales dealings between Tph Industry and the Customer are exclusively controlled by the following general sales terms unless expressly derogated by special terms agreed upon in writing with Tph Industry.
Unless different contractual agreements or personalized price lists have been established, the quotes made by Tph Industry are valid for a maximum of 10 days; for reasons of force majeure however, they can be modified by Tph Industry, even without advance warning.
Purchase orders, even when confirmed, are considered accepted except any incidental price increases introduced by supplier or deriving from independent circumstances beyond the control of Tph Industry. In such a case, Tph Industry will have the right to increase the sales price offered to Customer in proportion to the increase that was incurred.
Should a price increase of more than 5% occur between the date of order confirmation and that of effective delivery, the Customer will be informed and can decide whether or not to cancel the order, by means of written communication within 5 days.
Prices applied are intended ex warehouse, expenses, packaging, C.O.D. expenses, VAT and taxes excluded; all shipping expenses and any eventual extra charges (minimum order contribution) will be charged to Customer, unless otherwise specified in quotation.
Mediators and agents do not have the power to bind Tph Industry. Their quotations are intended subject to approval of Tph Industry, which has the right not to carry out an order until confirmation is settled, or order processing has begun in accordance with art. 4.1.
The sales contract becomes effective when Tph Industry confirms the order issued by Customer or when order processing begins.
Unless otherwise agreed, goods shall be delivered ex-works in the event that the customer chooses not to send a carrier of their preference, the goods will be shipped by tph with a carrier of their choice and the shipping costs will be included on the invoice.
In the event that, carrier is chosen by customer (carriage forward), Tph Industry will not be responsible for any loss and/or damage to the product right from the very moment the goods are handed over to the carrier care at TPH's premises.
Terms of delivery are indicative and not fundamental.
Each individual order or shipment shall be considered autonomous and independent of any other order or shipment.
Tph Industry reserves the right also to dispatch the order through partial deliveries. If Customer intends to refuse possible partial shipment of goods, this must be previously indicated in writing.
Tph Industry reserves the right to refuse an order from from Customer containing a request for just one complete dispatch of all the goods ordered together. In this case, acceptance of the order on the part of Tph Industry will be considered binding only if done in writing.
Should a case arise where shipment of the goods ordered has become impossible or anyway more expensive due to causes beyond their control, Tph Industry can annul the sales contract which had been previously accepted by order confirmation on the part of Tph Industry. A straightforward written communication to Customer to this effect is sufficient.
Unless previously communicated by Customer, in accordance with art. 5.3., that it is their intention to accept only a completely accomplished order, in no case can Customer refuse or delay payment for delivered goods on the basis of an order only partially carried out.
Restitution of goods to Tph Industry must be requested in writing, indicating reasons for claim, supplying invoice details and/or transport document and must be explicitly authorized. The restitution of goods must be carried out by means of authorization and assignment of a “return number” (RMA) and in accordance with warranty terms published on the website www.tphelectronic.com
The parties acknowledge that Tph Industry is solely a dealer of products manufactured by third parties; hence, the warranty regarding good working order of the product delivered by Tph Industry is limited to that conceded by the manufacturer.
If, and only to the extent that is foreseen by the manufacturer warranty for the product sold by Tph Industry, material defects in the product are confirmed Tph Industry will take charge of organisation of the product guarantee. The RMA procedure is valid only for those products specifically provided for by the manufacturers. In case of non applicability of the RMA procedure, Tph Industry will not immediately replace the product that appears to be defective to customer, this will be sent to the manufacturer (or supplier for Tph Industry) for replacement/repair. Tph Industry will return product to customer only after the replaced/repaired product has been returned to Tph Industry by the manufacturer (or supplier for Tph Industry). The time lapse for replacement is conditioned by return times of replaced/repaired product by manufacturer/supplier of Tph Industry to Tph Industry itself.
Claims regarding products delivered by Tph Industry to Customer must be sent by fax, e-mail or by registered letter to Customer Service within 8 days of receipt of goods, attaching a copy of the delivery note, invoice or accompanying document, detailing clearly reasons for claim. Once such time span has elapsed, no claim can be accepted.
In no case does Tph Industry guarantee that products supplied are appropriate for the specific requirements of user activity.
Tph Industry will answer to damages suffered by people or things different to the products subject of the contract only if they are, or result legally to be, the importer within the European Union. In no other case can Tph Industry be held responsible for compensation to user or third parties for parties for consequences derived from product use, for direct or indirect damages, personal accident, damages caused to goods differing in material, loss of advantage or missing profit, damages caused or that will be caused by deterioration or loss of recorded user data.
Claims regarding products delivered by Tph Industry to Customer must be sent by fax, e-mail or by registered letter to Customer Service within 8 days of receipt of goods, attaching a copy of the delivery note or invoice or accompanying document, detailing clearly reasons for claim and the reason for which the malfunction is chargeable to Tph Industry. Once such time span has elapsed, no claim can be accepted.
Unless previously consented in writing by Tph Industry, and unless the defect cannot be recognised except by opening the packaging, no return will be accepted unless in a complete state, in its own original package, intact, and without adhesives or labels other than the original ones.
Any claims regarding the invoice issued by Tph Industry shall be brought to the attention of Tph Industry by registered letter sent within 10 days of invoice receipt. Failing this, the invoice is considered accepted without any reservation.
No claim can, in any circumstances, justify failure or late payment.
In case of incompletion or cancellation of contract by fault of the Customer, Tph Industry will be entitled to a compensation for damages in a lump sum equal to 10% of the total sales price, excepting possible additional damage.
Should Tph Industry be considered responsible for total or partial incompletion of their own obligations deriving from the contract, total amount of compensation owed to Customer can in no case exceed 10% of the price of the goods that caused the damage.
Advance payments made by Customer are to be considered as prepayment and do not represent a deposit. Furthermore, should Customer fail to fulfil the contract, Tph Industry will have the right to keep the advance payments, excepting possible additional damage.
In case of non-payment, wholly or in part, within the deadline, Tph Industry can, without the necessity of preliminary measures from the Judicial Authorities, recover possession of the products still in stock care of the Customer and/or not yet sold by them, and the Customer will be obliged to agree to this without raising any objection. Customer shall inform Tph Industry, under penalty of compensation for any damage, of any seizure or confiscation by a third party of the products acquired by Tph Industry and not yet completely paid for. Products owned by Tph will be obliged to agree to this without raising any objection. Customer shall inform Tph Industry, under penalty of compensation for any damage, of any seizure or confiscation by a third party of the products acquired by Tph Industry and and not yet completely paid for. Products owned by Tph Industrys must be insured against damage to product and eventual damage to third parties.
In all invoices the amount to pay is intended as net, without any additional discounts. Method of payments are those indicated in the invoice (or in the accompanying document) sent to Customer.
Non-payment within invoice or debit note deadline, any request for payment deferment or any other fact determining Customer default, leads to the forfeiture of terms agreed upon for product payment, and any credit that Tph Industry has with Customer becomes immediately collectable; also, in such a situation, Tph Industry will have the right to suspend shipment of products not yet delivered.
Also, in case of non-payment or payment delay on the part of Customer, Tph Industry has the right to immediately annul any sales contract in course, without any compensation to Customer or other formality than a straightforward communication by registered letter or fax.
Any order or shipment is to be considered autonomous and independent of any other order or shipment. No dispute between Customer and Tph Industry can, in any situation, lead to suspension of payment of other invoices or of the part not controversial to the invoice.
Incomplete supply of an order will not give Customer right to refuse payment of that which has been delivered.
With the exception of that foreseen in art. 5.3, Tph Industry has the right to issue partial invoices according to the deliveries carried out.
Pursuant to Legislative Decree No. 192/2012 of 1 January 2013, payments made 30 days after the due date will be increased by default interest at 2 points above the prime rate, plus bank charges and any additional damages without notice of non-performance by the creditor. The right to interest will be accrued from the day after the due date or from the end of the payment term stipulated in the contract. However, if the due date or payment date are not specified in the contract, default interest accrues from the day subsequent to the end of the payment period identified as 30 days from the receipt of the invoice by the debtor or an equivalent request for payment.
If Customer requires invoice or debit note to be made out in the name of a third party, both Customer and third party will be legally responsible for invoice payment and fulfilment of any commitment resulting from the general terms and particulars of the contract.
In the case of any dispute the Court of Varese shall be the exclusive competent authority to exercise jurisdiction.
The contract between Tph Industry and Customer, and anything that has not been expressly foreseen in these sales terms, is governed by Italian law. The undersigned declare to be fully aware of, and completely accept, the following general sales terms by Tph Industry, also included in our website www.tphelectronic.com
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